Corpl Written Consent

When to use

Use this when the board or stockholders will act without holding a meeting — approving a financing, appointing officers, authorizing a transaction, adopting a plan. Written consent is fast, but only valid if the entity's governing documents and statute permit it and the signature/notice formalities are met exactly.

Not for: action taken at a meeting (use corpl-board-minutes); matters that statute or the charter require be done at a meeting; any consent for a conflicted, transaction-critical, or fiduciary-sensitive matter without attorney review. Written consents that bind the entity are reviewed and adopted by counsel before signature — this skill drafts, it does not authorize.

Method

1. Confirm written consent is permitted. Check the entity's charter/bylaws (or operating/partnership agreement) and the governing statute. Decision point: if written consent is prohibited for this action or requires unanimity you can't obtain → stop and route to counsel; do not proceed.
2. Determine the required threshold. Board consents are commonly unanimous unless otherwise permitted; stockholder consents may allow less-than-unanimous action but often trigger notice to non-consenting holders — confirm both.
3. Identify the signatories — all directors, or the stockholders holding the required voting power — and confirm authority to sign.
4. Draft recitals stating purpose and any findings (e.g., that the action is in the corporation's best interest).
5. Draft resolutions in operative "RESOLVED, that…" form, one per action, precise and self-contained.
6. Set signature formalities. Dated signatures, counterpart and electronic-signature language if used, and the effective date/time.
7. Handle post-consent notice. For less-than-unanimous stockholder consent, prepare prompt notice to non-consenting stockholders. Route to counsel before circulation.

Example

DE C-corp board action by unanimous written consent: appoint a new CFO and open a bank account. Confirmed bylaws permit board action by unanimous written consent (DGCL). Recital: board deems it in the Company's best interest. Resolutions: (1) RESOLVED, CFO appointed effective 7/1; (2) RESOLVED, treasurer authorized to open the account. Signature block for all five directors, counterpart + e-signature language, effective on last signature. Counsel reviewed before circulation.

Pitfalls

• Assuming written consent is available. Some actions or entities require a meeting; check first.
• Wrong threshold. A board consent missing one director's signature (where unanimity is required) is void.
• Skipping stockholder notice. Less-than-unanimous consent usually requires prompt notice to non-consenting holders.
• Vague resolutions. "Approve the deal" isn't self-executing; name the action, parties, and effect.

Output format

ACTION BY WRITTEN CONSENT — <Board | Stockholders> of <Entity>
Authority confirmed: charter/bylaws + statute — written consent permitted: Y/N
Required threshold: <unanimous board | X% stockholders>
Recitals:
Resolutions:
  RESOLVED, that <operative text>
Signatories: <all directors | consenting stockholders + voting power>
Signature formalities: dated / counterparts / e-signature / effective <date-time>
Post-consent notice (if less-than-unanimous stockholder): <to whom, when>
Attorney review before circulation: <name>

Reference

Written-consent formalities: verify the charter/bylaws (or LLC/partnership agreement) and governing statute permit the action without a meeting; apply the correct threshold (board consents commonly unanimous; stockholder consents may permit less-than-unanimous action but trigger notice to non-consenting holders); use operative "RESOLVED, that…" resolutions; and observe dated-signature, counterpart, and effective-date requirements. File the executed consent in the minute book. Consents binding the entity are drafted "Privileged & Confidential" as applicable and adopted under attorney supervision.